What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-20 compared with 2024-04-16 · 18 added, 32 removed, 11 unchanged (82% of the section changed)

2 unchanged sentences

common stock is listed on the NYSE American, under the symbol “NRXS”.

of April 12, 2024, there were approximately 425 record holders of our common stock.

The number of record holders does not include

beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries and holders of

unissued shares common stock.

last reported sales price for our Common Stock as reported on the NYSE American on April 12, 2024 was $3.10.

of March 13, 2025, there were approximately 682 record holders of our common stock.

The number of record holders does not include beneficial

owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries and holders of unissued shares

common stock.

last reported sales price for our Common Stock as reported on the NYSE American on March 13, 2025 was $2.10.

have not declared or paid any cash dividends on our common stock, and we do not anticipate declaring or paying cash dividends for the

6 unchanged sentences

Sales of Unregistered Securities

November 9, 2023, the Company entered into a securities purchase agreement (the “SPA”) with Flagstaff International, LLC

(“Flagstaff International”) for the issuance and purchase of the Company’s Series B Convertible Preferred Stock, par

value $0.001 per share (the “Series B Preferred Stock Financing”), at price per share of $2.38 (the “Series B Preferred

The aggregate purchase price is $3,000,000, to be paid in 15 monthly installments of $200,000 each, commencing on

the later of January 10, 2024 or a date after stockholders approve of an amendment to the Company’s Certificate of Incorporation

to authorize the creation of the Series B Preferred Stock (the “Stockholder Approval”).

The Series B Preferred Stock is convertible

at any time into shares of common stock of the Company without any further consideration.

The closing of this transaction is subject

to the Stockholder Approval following which the Company will file the Series B Preferred Stock Certificate of Designation with the Secretary

of State of the State of Delaware.

Following the issuance of the Series B Preferred Stock, it will rank senior to the common stock with

respect to payments upon the liquidation, dissolution and winding up of the Company.

As of December 31, 2023, Flagstaff International,

LLC has not yet paid for or been issued any Series B Preferred Stock shares.

Company previously issued (i) warrants exercisable for an aggregate of 793,655 shares of common stock with an exercise price of $5.25

per share to Leonite Fund I, LP, Emmis Capital II, LLC, Bigger Capital Fund, LP, District 2 Capital Fund, LP, and Exchange Listing, from

June through November 2022 (the “2022 Warrants”), (ii) warrants exercisable for an aggregate of 505,570 shares of common

stock with a strike price at $5.25 per share to certain investors from March through July 2023 (the “the 2023 Warrants”),

and (iii) 120,235 warrants to the placement agent for the 2023 financing with the same terms as the 2023 Warrants (the “PA Warrants”,

and together with the 2022 Warrants and the 2023 Warrants, the “Warrants”).

In connection with the Series B Preferred Stock

Financing, pursuant to Section 2(c) of the 2022 Warrants and pursuant to Section 3(b) of the 2023 Warrants and the PA Warrants, as a

result of the execution of the SPA, the Company adjusted the exercise price of each Warrant to $2.38 per share and issued (i) new 2023

Warrants to purchase 609,760 shares of common stock and (ii) new PA Warrants to purchase 144,990 shares of common stock pursuant to Section

3(b) of such warrants.

The number of shares of the Company’s common stock issuable upon exercise of the 2022 Warrants remain unchanged.

November 14, 2024, the Company entered into security purchase agreements with five accredited investors for the issuance and purchase

of 45,653 shares of the Company’s Series B Preferred Stock, par value $0.001 per share, for an aggregate purchase price

December 26, 2024, the Company issued 10,000 shares of common stock to an accredited investor for their services in bringing RED to

January 3, 2025 and March 6, 2025, the Company granted 360,902 and 373,275 restricted stock units (RSUs), respectively, to certain

employees pursuant to the 2022 NeurAxis, Inc.

Omnibus Securities and Incentive Plan, as amended on August 15, 2024.

vest annually over a three-year cliff-vesting period and are payable in shares of the Company’s common stock.

The RSUs fully

vest upon (i) death or disability or (ii) change of control.

Dividend equivalents accrue on RSUs and are paid upon

January 17, 2025, the Company issued (i) 39,471 shares of common stock to its independent board members for their service from April

1, 2024 through December 31, 2024 and (ii) 186,166 shares of common stock to an accredited investor upon conversion of 502,647

common stock warrants in a cash less exercise transaction.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity